================================================================================

                                   United States

                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    Form 10-Q

                                   ----------

              Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2000         Commission file number 1-27


                                   Texaco Inc.

           (Exact name of the registrant as specified in its charter)

        Delaware                                                 74-1383447
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)


       2000 Westchester Avenue
        White Plains, New York                                      10650
(Address of principal executive offices)                          (Zip Code)



        Registrant's telephone number, including area code (914) 253-4000

                                   ----------

     Texaco Inc. (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.

     As of July 31, 2000, there were 551,250,186 shares outstanding of Texaco
Inc. Common Stock - par value $3.125.

================================================================================

<PAGE>

                                   TEXACO INC.
                                    FORM 10-Q
                            FOR THE QUARTERLY PERIOD
                               ENDED JUNE 30, 2000

                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----

<S>                                                                                                     <C>
Part I. Financial Information

Item 1. Financial Statements
  Consolidated Statements of Income for the six
     and three months ended June 30, 2000 and 1999                                                        1

  Consolidated Balance Sheets as of June 30, 2000
     and December 31, 1999                                                                                2

  Condensed Consolidated Statements of Cash Flows for
     the six months ended June 30, 2000 and 1999                                                          3

  Condensed Consolidated Statements of Comprehensive
     Income for the six and three months ended
     June 30, 2000 and 1999                                                                               4

  Notes to Condensed Consolidated Financial Statements                                                   4-8

Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                                                    9-15

Item 3. Quantitative and Qualitative Disclosures About
  Market Risk                                                                                            16



Part II. Other Information

Item 1. Legal Proceedings                                                                                17

Item 5. Other Information                                                                               17-19

Item 6. Exhibits and Reports on Form 8-K                                                                 20

Signatures                                                                                               21

Exhibit

Exhibit 12. Computation of Ratio of Earnings to Fixed Charges

</TABLE>





                                                            - i -
<PAGE>

                         PART I - FINANCIAL INFORMATION

                                   TEXACO INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  -------------------------------------------

                  (Millions of dollars, except per share data)

<TABLE>
<CAPTION>
                                                                                           (Unaudited)
                                                                        -------------------------------------------------
                                                                        For the six months          For the three months
                                                                          ended June 30,               ended June 30,
                                                                        --------------------        ---------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
         REVENUES

<S>                                                                    <C>            <C>           <C>           <C>
              Sales and services                                       $22,862        $15,030       $11,776       $  8,116
              Equity in income of affiliates, interest,
                  asset sales and other                                    478            429           293            153
                                                                       -------        -------       -------       --------
                                                                        23,340         15,459        12,069          8,269
                                                                       -------        -------       -------       --------
         DEDUCTIONS

              Purchases and other costs                                 18,055         11,806         9,425          6,356
              Operating expenses                                         1,268          1,109           678            550
              Selling, general and administrative expenses                 581            601           256            311
              Exploratory expenses                                         113            210            60             80
              Depreciation, depletion and amortization                     875            726           391            365
              Interest expense                                             231            245           109            124
              Taxes other than income taxes                                194            148            91             72
              Minority interest                                             57             35            30             16
                                                                       -------        -------       -------       --------
                                                                        21,374         14,880        11,040          7,874
                                                                       -------        -------       -------       --------

         Income before income taxes                                      1,966            579         1,029            395

         Provision for income taxes                                        767            107           404            122
                                                                       -------        -------       -------       --------

         NET INCOME                                                    $ 1,199        $   472       $   625       $    273
                                                                       =======        =======       =======       ========

         Per common share

              Basic net income                                         $  2.19        $  0.85       $  1.14       $   0.50
              Diluted net income                                       $  2.19        $  0.85       $  1.14       $   0.50

              Cash dividends paid                                      $  0.90        $  0.90       $  0.45       $   0.45


<FN>
          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                      - 1 -


<PAGE>

                                   TEXACO INC.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                              (Millions of dollars)

<TABLE>
<CAPTION>
                                                                                         June 30,                December 31,
                                                                                           2000                   1999
                                                                                        -----------              ------------
                                                                                        (Unaudited)
                                                                                        -----------

<S>                                                                                          <C>                    <C>
ASSETS
   Current Assets
      Cash and cash equivalents                                                              $   261                $   419
      Short-term investments - at fair value                                                      35                     29
      Accounts and notes receivable, less allowance for doubtful
           accounts of  $25 million in 2000 and $27 million in 1999                            4,789                  4,060
      Inventories                                                                              1,422                  1,182
      Deferred income taxes and other current assets                                             325                    273
                                                                                             -------                -------
           Total current assets                                                                6,832                  5,963

   Investments and Advances                                                                    6,485                  6,426

   Properties, Plant and Equipment - at cost                                                  33,816                 36,527
   Less - Accumulated Depreciation, Depletion and Amortization                                18,412                 20,967
                                                                                             -------                -------
      Net properties, plant and equipment                                                     15,404                 15,560

   Deferred Charges                                                                            1,033                  1,023
                                                                                             -------                -------
           Total                                                                             $29,754                $28,972
                                                                                             =======                =======

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
      Short-term debt                                                                        $   559                $ 1,041
      Accounts payable and accrued liabilities
           Trade liabilities                                                                   3,124                  2,585
           Accrued liabilities                                                                 1,121                  1,203
      Income and other taxes                                                                   1,155                    839
           Total current liabilities                                                           5,959                  5,668

   Long-Term Debt and Capital Lease Obligations                                                6,519                  6,606
   Deferred Income Taxes                                                                       1,483                  1,468
   Employee Retirement Benefits                                                                1,176                  1,184
   Deferred Credits and Other Non-current Liabilities                                          1,218                  1,294
   Minority Interest in Subsidiary Companies                                                     716                    710
                                                                                             -------                -------
           Total                                                                              17,071                 16,930
   Stockholders' Equity
      Market auction preferred shares                                                            300                    300
      Common stock (authorized: 850,000,000 shares, $3.125 par value;
           567,576,504 shares issued)                                                          1,774                  1,774
      Paid-in capital in excess of par value                                                   1,285                  1,287
      Retained earnings                                                                       10,449                  9,748
      Unearned employee compensation and benefit plan trust                                     (285)                  (306)
      Accumulated other comprehensive income (loss)
         Currency translation adjustment                                                         (99)                   (99)
         Minimum pension liability adjustment                                                    (27)                   (23)
         Unrealized net gain on investments                                                        4                      3
                                                                                             -------                -------
           Total                                                                                (122)                  (119)
                                                                                             -------                -------
                                                                                              13,401                 12,684
      Less - Common stock held in treasury, at cost                                              718                    642
                                                                                             -------                -------
         Total stockholders' equity                                                           12,683                 12,042
                                                                                             -------                -------
           Total                                                                             $29,754                $28,972
                                                                                             =======                =======



<FN>
          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       -2-
<PAGE>

                                   TEXACO INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                              (Millions of dollars)

<TABLE>
<CAPTION>
                                                                                                   (Unaudited)
                                                                                              -----------------------
                                                                                               For the six months
                                                                                                 ended June 30,
                                                                                              -----------------------
                                                                                              2000               1999
                                                                                              ----               ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                          <C>                <C>
   Net income                                                                                $1,199             $  472
   Reconciliation to net cash provided by (used in)
      operating activities
         Depreciation, depletion and amortization                                               875                726
         Deferred income taxes                                                                   15                (96)
         Exploratory expenses                                                                   113                210
         Minority interest in net income                                                         57                 35
         Dividends from affiliates, greater than
            equity in income                                                                    108                 58
         Gains on asset sales                                                                   (95)               (62)
         Changes in operating working capital                                                  (337)              (267)
         Other - net                                                                             58                (23)
                                                                                             ------             ------
            Net cash provided by operating activities                                         1,993              1,053

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital and exploratory expenditures                                                      (1,469)            (1,109)
   Proceeds from asset sales                                                                    490                219
   Purchases of investment instruments                                                         (206)              (283)
   Sales/maturities of investment instruments                                                   202                606
   Collection of note from affiliate                                                             --                101
                                                                                             ------             ------
            Net cash used in investing activities                                              (983)              (466)

CASH FLOWS FROM FINANCING ACTIVITIES
   Borrowings having original terms in excess
      of three months
         Proceeds                                                                               762              1,843
         Repayments                                                                          (1,836)              (298)
   Net increase (decrease) in other borrowings                                                  532             (1,522)
   Purchases of common stock                                                                    (71)                --
   Dividends paid to the company's stockholders
      Common                                                                                   (489)              (474)
      Preferred                                                                                  (8)               (23)
   Dividends paid to minority stockholders                                                      (53)               (15)
                                                                                             ------             ------
            Net cash used in financing activities                                            (1,163)              (489)

CASH AND CASH EQUIVALENTS
   Effect of exchange rate changes on cash and cash equivalents                                  (5)               (24)
                                                                                             ------             ------
   Increase (decrease) during period                                                           (158)                74
   Beginning of year                                                                            419                249
                                                                                             ------             ------
   End of period                                                                            $   261             $  323
                                                                                            =======             ======

<FN>
          See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                       -3-
<PAGE>

                                   TEXACO INC.
             CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
             ---------------------------------------------------------
                              (Millions of dollars)

<TABLE>
<CAPTION>
                                                                                   (Unaudited)
                                                                --------------------------------------------------
                                                                 For the six months           For the three months
                                                                   ended June 30,                ended June 30,
                                                               --------------------           --------------------
                                                                2000             1999         2000           1999
                                                                ----             ----         ----           ----

<S>                                                             <C>            <C>           <C>            <C>
   NET INCOME                                                   $1,199         $   472       $  625         $   273
   Other comprehensive income (loss), net of tax
      Minimum pension liability adjustment                          (4)              -            -               -
      Unrealized net gain (loss) on investments                      1             (22)          (5)             (2)
                                                                ------         -------       ------         -------
                                                                    (3)            (22)          (5)             (2)
                                                                ------         -------       ------         -------
  COMPREHENSIVE INCOME                                          $1,196         $   450       $  620         $   271
                                                                ======         =======       ======         =======

</TABLE>



                                   TEXACO INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------

Note 1. Basis of Preparing Interim Financial Statements
-------------------------------------------------------

The accompanying unaudited consolidated interim financial statements of Texaco
Inc. have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission. We have condensed or omitted from these
financial statements certain footnotes and other information included in our
1999 Annual Report on Form 10-K. You should read these unaudited condensed
financial statements in conjunction with our 1999 Annual Report. Certain prior
period amounts have been reclassified to conform to current year presentation.
All dollar amounts are in millions, unless otherwise noted.

We have consistently applied the accounting policies described in our 1999
Annual Report on Form 10-K in preparing the unaudited financial statements for
the six-month and three-month periods ended June 30, 2000 and 1999. We have made
all adjustments and disclosures necessary, in our opinion, to present fairly our
results of operations, financial position and cash flows for such periods. These
adjustments were of a normal recurring nature. The information is subject to
year-end audit by independent public accountants.

The results for the interim periods are not necessarily indicative of trends or
future financial results.

                                      - 4 -
<PAGE>

Note 2. Net Income Per Common Share
-----------------------------------

<TABLE>
<CAPTION>
                                                                        For the six months            For the three months
                                                                          ended June 30,                 ended June 30,
                                                                        ------------------            --------------------
                                                                        2000            1999           2000           1999
                                                                        ----            ----           ----           ----
                                                                                           (Unaudited)
<S>                                                                   <C>            <C>              <C>           <C>
Basic Net Income Per Common Share:

   Net income                                                         $ 1,199        $   472          $   625       $   273

   Less: Preferred stock dividends                                          7             23                4            10
                                                                      -------        -------          -------       -------
   Net income available for common stock                              $ 1,192        $   449          $   621       $   263
                                                                      =======        =======          =======       =======
   Weighted average shares outstanding (thousands)                    543,334        526,965          542,770       527,700
                                                                      =======        =======          =======       =======

   Basic net income per common share (dollars)                        $  2.19        $  0.85          $  1.14       $  0.50
                                                                      =======        =======          =======       =======
Diluted Net Income Per Common Share:

   Net income available for common stock                              $ 1,192        $   449          $   621       $   263

   Adjustment for the dilutive effect of
      stock-based compensation                                              2              2                1             1
                                                                      -------        -------          -------       -------
   Income for diluted earnings per share                              $ 1,194        $   451          $   622       $   264
                                                                      =======        =======          =======       =======
   Weighted average shares outstanding (thousands)                    543,334        526,965          542,770       527,700

   Dilutive effect of stock-based compensation (thousands)              1,611          2,675            1,642         2,536
                                                                      -------        -------          -------       -------
   Weighted average shares outstanding for diluted
      computation (thousands)                                         544,945        529,640          544,412       530,236
                                                                      =======        =======          =======       =======

   Diluted net income per common share (dollars)                      $  2.19        $  0.85          $  1.14       $  0.50
                                                                      =======        =======          =======       =======
</TABLE>


Note 3. Segment Information
---------------------------

<TABLE>
<CAPTION>
                                                                     For the six months ended June 30,
                                           -------------------------------------------------------------------------------
                                                               2000                                   1999
                                           --------------------------------------    -------------------------------------
                                              Sales and Services                       Sales and Services
                                           ------------------------     After        ------------------------    After
                                                     Inter-              Tax                  Inter-              Tax
                                           Outside  Segment   Total Profit (Loss)    Outside  Segment   Total Profit (Loss)
                                           -------  -------   ----- -------------    -------  -------   ----- -------------
                                                                             (Unaudited)
<S>                                       <C>       <C>      <C>       <C>         <C>       <C>      <C>         <C>
Exploration and production
     United States                         $1,682   $  924   $2,606    $  647      $   826   $  666   $ 1,492     $ 186
     International                          1,669      684    2,353       554        1,022      294     1,316        60
Refining, marketing and distribution
     United States                          2,767      106    2,873        63        1,440        7     1,447        86
     International                         13,851      191   14,042       141        9,856       23     9,879       371
Global gas and power                        2,887       81    2,968        20        1,879       47     1,926         7
                                          -------   ------  -------    ------      -------   ------   -------     -----
Segment totals                            $22,856   $1,986   24,842     1,425      $15,023   $1,037    16,060       710
                                          =======   ======                         =======   ======
Other business units                                             15        (2)                             20        (2)
Corporate/Non-operating                                           3      (224)                              4      (236)
Intersegment eliminations                                    (1,998)       --                          (1,054)       --
                                                            -------    ------                          ------     -----
     Consolidated                                           $22,862    $1,199                         $15,030     $ 472
                                                            =======    ======                         =======     =====

</TABLE>



                                      - 5 -
<PAGE>


<TABLE>
<CAPTION>
                                                                     For the six months ended June 30,
                                           -------------------------------------------------------------------------------
                                                               2000                                   1999
                                           --------------------------------------    -------------------------------------
                                              Sales and Services                       Sales and Services
                                           ------------------------     After        ------------------------     After
                                                     Inter-              Tax                  Inter-               Tax
                                           Outside  Segment   Total Profit (Loss)    Outside  Segment   Total Profit (Loss)
                                           -------  -------   ----- -------------    -------  -------   ----- -------------
                                                                             (Unaudited)
<S>                                       <C>         <C>   <C>          <C>        <C>        <C>     <C>         <C>
Exploration and production
     United States                        $   859     $494  $ 1,353      $353       $  477     $370    $  847      $148
     International                            796      273    1,069       261          577      184       761        78
Refining, marketing and distribution
     United States                          1,387       82    1,469        45          829        4       833        24
     International                          7,130       96    7,226        90        5,310       20     5,330       151
Global gas and power                        1,602       46    1,648        --          919       24       943         1
                                          -------     ----  -------       ---       ------     ----    ------      ----
     Segment totals                       $11,774     $991   12,765       749       $8,112     $602     8,714       402
                                          =======     ====                          ======     ====
      Other business units                                        5        (2)                              9        (1)
Corporate/Non-operating                                           2      (122)                              3      (128)
Intersegment eliminations                                      (996)       --                            (610)       --
                                                            -------      ----                          ------      ----
     Consolidated                                           $11,776      $625                          $8,116      $273
                                                            =======      ====                          ======      ====

</TABLE>


<TABLE>
<CAPTION>
                                                                                       Assets as of
                                                                         ---------------------------------------------
                                                                          June 30,                        December 31,
                                                                            2000                              1999
                                                                         -----------                      ------------
                                                                         (Unaudited)

<S>                                                                        <C>                              <C>
Exploration and production
     United States                                                          $8,325                           $8,696
     International                                                           5,792                            5,333
Refining, marketing and distribution
     United States                                                           3,326                            3,714
     International                                                           9,219                            8,542
Global gas and power                                                         1,800                            1,297
                                                                           -------                          -------
     Segment totals                                                         28,462                           27,582
Other business units                                                           362                              365
Corporate/Non-operating                                                      1,307                            1,430
Intersegment eliminations                                                     (377)                            (405)
                                                                           -------                          -------
     Consolidated                                                          $29,754                          $28,972
                                                                           =======                          =======

</TABLE>

                                      - 6 -


<PAGE>

Note 4. Inventories
-------------------

The inventory accounts of Texaco are presented below:

<TABLE>
<CAPTION>
                                                                                                 As of
                                                                                --------------------------------------
                                                                                 June 30,                 December 31,
                                                                                   2000                       1999
                                                                                -----------               ------------
                                                                                (Unaudited)
<S>                                                                               <C>                       <C>
     Crude oil                                                                    $  218                    $  141
     Petroleum products and other                                                  1,023                       857
     Materials and supplies                                                          181                       184
                                                                                  ------                    ------
          Total                                                                   $1,422                    $1,182
                                                                                  ======                    ======
</TABLE>

Note 5. Investments in Significant Equity Affiliates
----------------------------------------------------

U.S. Downstream Alliances

Summarized unaudited financial information for Equilon, owned 44% by Texaco and
56% by Shell Oil Company, is presented below on a 100% Equilon basis:

<TABLE>
<CAPTION>
                                                                       For the six months        For the three months
                                                                         ended June 30,             ended June 30,
                                                                      --------------------       --------------------
                                                                      2000            1999           2000         1999
                                                                      ----            ----           ----         ----
<S>                                                                 <C>             <C>            <C>          <C>
          Gross revenues                                            $21,186         $11,352        $11,229      $ 5,751
          Income (loss) before income taxes                         $    18         $    48        $    49      $  (123)
</TABLE>


The following table presents summarized unaudited financial information for
Motiva on a 100% Motiva basis. Motiva is owned by Texaco, Saudi Refining, Inc.
(a corporate affiliate of Saudi Aramco) and Shell Oil Company. Under the terms
of the Limited Liability Agreement for Motiva, the ownership in Motiva is
subject to annual adjustment through year-end 2005, based on the performance of
the assets contributed to Motiva. Accordingly, the initial ownership in Motiva
was adjusted effective as of January 1, 2000, so that currently, Texaco and
Saudi Refining, Inc. each own just under 31% and Shell owns just under 39% of
Motiva. These ownership percentages will be effective through year-end 2000. The
Agreement provides that a final ownership percentage will be calculated at the
end of 2005.

<TABLE>
<CAPTION>
                                                              For the six months                For the three months
                                                                ended June 30,                     ended June 30,
                                                              --------------------              --------------------
                                                               2000        1999                  2000            1999
                                                               ----        ----                  ----            ----
<S>                                                           <C>         <C>                   <C>             <C>
          Gross revenues                                      $9,137      $4,965                $4,746          $2,815
          Income (loss) before income taxes                   $  217      $   20                $  154          $  (21)
</TABLE>

We record income tax effects applicable to our share of Equilon's and Motiva's
pre-tax results in our consolidated financial statements, since Equilon and
Motiva are limited liability companies.

                                      - 7 -
<PAGE>

Caltex Group of Companies

Summarized unaudited financial information for the Caltex Group of Companies,
owned 50% by Texaco and 50% by Chevron Corporation, is presented below on a 100%
Caltex Group basis:

<TABLE>
<CAPTION>
                                                          For the six months          For the three months
                                                             ended June 30,               ended June 30,
                                                           ------------------         ---------------------
                                                          2000          1999          2000             1999
                                                          ----          ----          ----             ----
<S>                                                      <C>           <C>           <C>              <C>
                  Gross revenues                         $8,905        $6,137        $4,795           $3,247
                  Income before income taxes             $  483        $  518        $  264           $  229
                  Net income                             $  230        $  343        $  128           $  140
</TABLE>


Note 6. Commitments and Contingencies
-------------------------------------

Information relative to commitments and contingent liabilities of Texaco is
presented in Note 15, Other Financial Information, Commitments and
Contingencies, pages 54-55, of our 1999 Annual Report.

It is impossible for us to determine the ultimate legal and financial liability
with respect to contingencies and commitments. However, we do not anticipate
that the aggregate amount of such liability in excess of accrued liabilities
will be materially important in relation to our consolidated financial position
or results of operations.

                                      - 8 -
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

RESULTS OF OPERATIONS
---------------------

The following table provides a summary of Texaco's net income and income before
special items for the second  quarter and first six months of 2000 and 1999. All
dollar amounts are in millions, unless otherwise noted.

<TABLE>
<CAPTION>

                                                                    For the six months             For the three months
                                                                      ended June 30,                  ended June 30,
                                                                   ---------------------           --------------------
                                                                   2000             1999            2000              1999
                                                                   ----             ----            ----              ----
                                                                                        (Unaudited)

<S>                                                              <C>                <C>             <C>               <C>
                  Income before special items                    $1,243             $391            $ 641             $286
                       Per share (dollars)                       $ 2.27             $.70            $1.17             $.52
                  Net income                                     $1,199             $472            $ 625             $273
                       Per share (dollars)                       $ 2.19             $.85            $1.14             $.50
</TABLE>

Our strong earnings performance during the quarter was driven by high crude oil
prices and increased U.S. natural gas prices, reflecting strong worldwide demand
and low industry inventories.

Our upstream operations contributed the greatest share of our earnings
improvement during this period. During the quarter, the divestiture of several
non-core producing assets added over $200 million to our cash flow. We continue
to be encouraged by the results of our exploration program as well as the
progress on our major development activities. In addition, the Petronius field
offshore in the Gulf of Mexico began producing on July 9 and our production
there should grow to 20,000 barrels per day in October.

In the downstream, our overall results improved versus this year's first quarter
but were below last year. While our refining results have improved in Europe and
on the Gulf and East Coasts of the United States, the combination of high crude
oil costs and the extremely competitive environment contributed to weak
marketing margins in most areas. Margins in the Caltex region have been
especially weak and, accordingly, our performance there has been disappointing.
During the quarter, the sale of Equilon's Wood River refinery was completed,
furthering our long term strategy of reducing our refining exposure.

Notwithstanding our strong earnings and cash flow, we continue to maintain a
disciplined approach to our capital spending throughout the company.

Results for the second quarter and first six months of 2000 and 1999 are
summarized in the following table.  Details on special items are included in the
segment analysis which follows this table. The following discussion of operating
earnings is presented on an after-tax basis.

                                      - 9 -
<PAGE>

<TABLE>
<CAPTION>
                                                                         For the six months           For the three months
                                                                           ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
                                                                                            (Unaudited)
<S>                                                                     <C>              <C>           <C>            <C>
Income before special items                                             $1,243           $391          $641           $286

Gains (losses) on major asset sales                                        (65)           (55)            2            (55)
Tax issues                                                                  46             65            --             54
Inventory valuation adjustments                                             --            138            --             55
Employee benefits revision                                                  18             --            --             --
Reorganization, restructuring and employee separation costs                (12)           (67)           --            (67)
Litigation issue                                                           (17)            --            (4)            --
Net loss on Erskine pipeline                                               (14)            --           (14)            --
                                                                        ------           ----          ----           ----
Special items                                                              (44)            81           (16)           (13)
                                                                        ------           ----          ----           ----
Net income                                                              $1,199           $472          $625           $273
                                                                        ======           ====          ====           ====
</TABLE>

OPERATING RESULTS

   EXPLORATION AND PRODUCTION

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
         United States                                                     ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                       <C>           <C>            <C>            <C>
        Operating income before special items                             $754          $165           $393           $138
        Special items                                                     (107)           21           (40)             10
                                                                          ----          ----           ---            ----
        Operating income                                                  $647          $186           $353           $148
                                                                          ====          ====           ====           ====
</TABLE>

U.S. exploration and production earnings for the second quarter and first six
months of 2000 were considerably better than last year due to higher crude oil
and natural gas prices. Tight oil supplies caused second quarter WTI crude oil
prices to average nearly $29.00 per barrel. Our realized crude oil prices for
the second quarter and first six months of 2000 were $24.90 and $24.67 per
barrel, 95 percent and 125 percent higher than last year. Increased demand and
low storage levels caused U.S. natural gas prices to rise. For the second
quarter and first six months of 2000, average natural gas prices were $3.28 and
$2.86 per MCF, 60 percent and 49 percent above last year.

Daily production decreased nine percent for the second quarter and eight percent
for the first six months of the year. This expected reduction was due to natural
field  declines and sales of non-core  producing  properties.  During the second
quarter, we received $67 million from these sales, bringing our total cash
proceeds for the year to $330 million.

Our operating  expenses  increased  eight percent for the second quarter and six
months as higher  crude  oil and  natural  gas  prices  led to higher  utilities
expenses and production taxes.  Exploratory  expenses for the second quarter and
first six months of 2000 were $22 million and $41 million before tax, $16
million and $51 million below last year,  reflecting  reduced  activities in the
U.S.

Results for the first six months of 2000 included special charges of $107
million, including $40 million in the second quarter, for net losses on sales of
non-core producing assets. This charge was comprised of write-downs of assets
sold to their sales prices and related disposal costs, partially offset by gains
on the sale of certain other assets. Results for the second quarter of 1999
included a special gain of $21 million for the sale of our interest in several
California fields. Also included in that quarter was a special charge of $11
million for employee separation costs. See the section entitled,
Reorganizations, Restructurings and Employee Separation Programs on page 14 of
this Form 10-Q for additional information. Results for 1999 also included a
first quarter special benefit of $11 million for a production tax refund.


                                     - 10 -

<PAGE>

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
         International                                                     ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                       <C>             <C>          <C>             <C>
       Operating income before special items                              $488            $62          $195            $80
       Special items                                                        66             (2)           66             (2)
                                                                          ----            ---          ----            ---
       Operating income                                                   $554            $60          $261            $78
                                                                          ====            ===          ====            ===
</TABLE>

International exploration and production earnings for the second quarter and
first six months of 2000 were significantly higher than last year due to higher
crude oil prices and lower expenses. Market conditions have kept crude oil
prices strong throughout the first six months. Our realized crude oil prices for
the second quarter and first six months of 2000 were $23.64 and $23.47 per
barrel, 72 percent and 102 percent higher than last year. Average natural gas
prices were $1.44 per MCF for the second quarter and $1.46 per MCF for the first
six months of 2000, 17 percent and seven percent above last year.

Daily  production  decreased 10 percent for the second  quarter and five percent
for the first six months due to  scheduled  maintenance  and repairs in our U.K.
North Sea operations,  lower lifting entitlements for cost recovery in Indonesia
as a result of higher crude oil prices and the sale of non-core producing
properties. Production continues to increase in the Partitioned Neutral Zone and
the Karachaganak field in the Republic of Kazakhstan. During the second quarter,
we  received  proceeds  of $137  million  from the sales of  non-core  producing
properties.

In line with lower production,  our operating  expenses  decreased eight percent
for the  second  quarter  and seven  percent  for the first six  months of 2000.
Exploratory expenses for the second quarter were $38 million before tax,
slightly  lower than last year.  Exploratory  expenses  for the first six months
were $72 million  before tax, $46 million lower than last year which included an
unsuccessful exploratory well in a new offshore area of Trinidad.

Results for the second quarter of 2000 included a special benefit of $80 million
for net gains on the sale of non-core producing properties and a special charge
of $14 million for net losses resulting from the Erskine pipeline interruption
in the U.K. North Sea. Results for the second quarter of 1999 included a special
charge of $2 million for employee separation costs. See the section entitled,
Reorganizations, Restructurings and Employee Separation Programs on page 14 of
this Form 10-Q for additional information.

     REFINING, MARKETING AND DISTRIBUTION

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
         United States                                                     ended June 30,                ended June 30,
         -------------                                                   -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                        <C>           <C>            <C>           <C>
        Operating income before special items                              $93           $165           $80           $111
        Special items                                                      (30)           (79)          (35)           (87)
                                                                           ---           ----           ---           ----
        Operating income                                                   $63           $ 86           $45           $ 24
                                                                           ===           ====           ===           ====
</TABLE>

U.S. refining, marketing and distribution earnings before special items were
lower than last year for both the second quarter and first six months. U.S.
downstream activities are primarily conducted through Equilon Enterprises LLC,
our western alliance with Shell Oil Company, and Motiva Enterprises LLC, our
eastern alliance with Shell Oil Company and Saudi Refining, Inc.

During the second quarter and first six months of 2000, Equilon's earnings
declined due to weak marketing and lubricant margins. Maintenance activity at
the Puget Sound, Martinez and Wood River refineries adversely impacted results
for both years. Marketing margins were depressed because pump prices lagged
increases in supply costs in a very competitive market.

                                     - 11 -
<PAGE>

Motiva's results for the second quarter and first six months of 2000 benefited
from improved East and Gulf Coast refining margins. Maintenance activities this
year in both quarters at the Delaware City refinery and in the second quarter at
the Port Arthur refinery adversely impacted results. Lower gasoline and
distillate inventory levels and tight supplies due to industry refinery downtime
helped refining margins. While refining results improved, marketing margins were
negatively impacted by higher supply costs which were not fully recovered in the
competitive market.

Results for the first six months of 2000 included net special charges of $30
million, comprised of a second quarter charge of $31 million for the loss on the
sale of the Wood River refinery, a charge for a patent litigation issue of $17
million, $4 million in the second quarter, and a first quarter gain of $18
million for an employee benefits revision. Results for the first six months of
1999 included net special charges of $79 million. This was comprised of second
quarter charges of $76 million for asset write-downs to their estimated sales
value due to the pending sales by Equilon of its El Dorado and Wood River
refineries and $11 million for alliance reorganization, restructuring and
employee separation costs. Results for 1999 included a first quarter special
benefit of $8 million due to higher inventory values on March 31, 1999. This
follows a fourth quarter 1998 charge of $34 million to reflect lower prices on
December 31, 1998 for inventories of crude oil and refined products.

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
         International                                                     ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                       <C>           <C>             <C>           <C>
        Operating income before special items                             $153          $ 221           $90           $ 76
        Special items                                                      (12)           150            --             75
                                                                          ----          -----           ---           ----
        Operating income                                                  $141          $ 371           $90           $151
                                                                          ====          =====           ===           ====
</TABLE>

International refining and marketing earnings before special items for the
second quarter of 2000 increased from last year. Refining results improved
dramatically in Europe as margins improved in the U.K. and the Netherlands.
However, marketing results declined due to increased costs and highly
competitive market conditions in our European and Latin American areas of
operation. Refining results in Latin America were nearly level with the second
quarter of 1999. Operating results for our Caltex affiliate decreased due to
lower marketing margins in the Asia-Pacific area.

Results for the first six months of 2000 declined due to weak marketing margins
in the Caltex region,  Latin America and Europe.  Refining results were mixed as
European and Asian margins  improved,  while  increased  crude costs  negatively
impacted refining margins in Panama.

Results for 2000 included first quarter special charges of $12 million for
employee separation costs. See the section entitled, Reorganizations,
Restructurings and Employee Separation Programs on page 14 of this Form 10-Q for
additional information. The second quarter of 1999 included a special gain of
$54 million for a Korean tax benefit, Caltex restructuring charges of $25
million and employee separation costs in Europe and Latin America of $9 million.
Results for 1999 also included first and second quarter special benefits of $75
million and $55 million due to higher 1999 inventory values. This follows a
fourth-quarter 1998 charge of $108 million to reflect lower market prices on
December 31, 1998 for inventories of crude oil and refined products, as well as
additional charges recorded in prior years.

                                     - 12 -
<PAGE>

     GLOBAL GAS AND POWER

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
                                                                           ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                        <C>            <C>          <C>             <C>
        Operating income before special items                              $20            $10          $ --            $ 4
        Special items                                                       --             (3)           --             (3)
                                                                           ---            ---          --              ---
        Operating income                                                   $20            $ 7          $ --            $ 1
                                                                           ===            ===          ==              ===
</TABLE>

Operating  results  for our  global gas and power  operations  for the first six
months of 2000 benefited from the first quarter  recovery of natural gas liquids
prices which was not sustained in the second quarter. Results for 1999 included
gains from several asset sales,  including a gas gathering  pipeline in the U.S.
and our 50 percent interest in a U.K. retail gas marketing venture.

Results for the second quarter of 1999 included a special charge of $3 million
for employee separation costs. See the section entitled, Reorganizations,
Restructurings and Employee Separation Programs on page 14 of this Form 10-Q for
additional information.

     OTHER BUSINESS UNITS

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
                                                                           ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                      <C>             <C>          <C>              <C>
        Operating loss                                                   $ (2)           $(2)         $ (2)            $(1)
                                                                         ====            ===          ====             ===
</TABLE>

Our other business units mainly include our insurance operations.  There were no
significant items in these results.

     CORPORATE/NON-OPERATING

<TABLE>
<CAPTION>
                                                                          For the six months          For the three months
                                                                           ended June 30,                ended June 30,
                                                                         -------------------          --------------------
                                                                         2000           1999          2000           1999
                                                                         ----           ----          ----           ----
<S>                                                                      <C>           <C>            <C>            <C>
        Results before special items                                     $(263)        $(230)         $(115)         $(122)
        Special items                                                       39            (6)            (7)            (6)
                                                                         -----         -----          -----          -----
        Total Corporate/Non-operating                                    $(224)        $(236)         $(122)         $(128)
                                                                         =====         =====          =====          =====
</TABLE>

Corporate and non-operating expenses before special items for the second quarter
benefited from a favorable prior period tax revision and lower interest expense.
The first six months of 2000 included expenses for our Olympic sponsorship
program and higher other corporate expenses. Results for the first six months of
1999 benefited from a $21 million gain on the sale of marketable securities.

Results  for the  first six  months of 2000  included  a first  quarter  special
benefit of $46 million for favorable income tax settlements in the first quarter
and a second quarter  special charge of $7 million for early  extinguishment  of
debt associated with the anticipated sale of an offshore producing facility in
the U.K. North Sea. Results for 1999 included a second quarter special charge of
$6  million  for  employee   separation   costs.   See  the  section   entitled,
Reorganizations,  Restructurings and Employee  Separation Programs on page 14 of
this Form 10-Q for additional information.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Our cash, cash equivalents and short-term investments were $296 million at June
30, 2000, compared with $448 million at year-end 1999.

                                     - 13 -
<PAGE>

During the first six months of 2000, strong earnings from our operations
provided cash of $2.0 billion. We also had cash inflows of $490 million from
assets sales, primarily from the sale of several non-core producing properties.
We spent $1.5 billion on our capital and exploratory program, paid $550 million
in common, preferred and minority interest dividends and used $613 million to
reduce debt and repurchase common stock.

As of June 30, 2000, our ratio of total debt to total borrowed and invested
capital was 34.6%, compared with 37.5% at year-end 1999. At June 30, 2000, our
long-term debt included $2.05 billion of debt scheduled to mature within one
year, which we have both the intent and ability to refinance on a long-term
basis. During the first six months of 2000, our overall debt level decreased by
$542 million. This was comprised of debt repayments of $1,359 million, increased
commercial paper of $287 million and the issuance of $530 million of medium-term
notes from our existing "shelf" registration.

As of June 30, 2000, we maintained, but had not used, $2.05 billion in revolving
credit facilities that provide liquidity and support our commercial paper
program.  As of June 30,  2000,  the  total  dollar  amount  of debt and  equity
securities   remaining  available  for  issuance  and  sale  under  our  "shelf"
registration statement is $1,445 million.

In March 2000, we resumed purchasing common stock under the $1 billion common
stock repurchase program we initiated in March 1998. We purchased about $70
million of common stock under this program during the first six months of 2000
and an additional $58 million from July 1 through August 4, 2000. This brings
our total purchases under this program, including $474 million purchased during
1998, to about $600 million. No shares were purchased under this program in
1999. We will continue to repurchase shares of common stock, subject to market
conditions, through open market purchases or privately negotiated transactions.

We consider our financial position to be sufficiently strong to meet our
anticipated future financial requirements.

REORGANIZATIONS, RESTRUCTURINGS AND EMPLOYEE SEPARATION PROGRAMS
----------------------------------------------------------------

On pages 26 and 27 of our 1999 Annual Report, we discussed our fourth quarter
1998 reorganizations, restructurings and employee separation programs. In 1998,
we accrued $115 million ($80 million, net of tax) for employee separations,
curtailment costs and special termination benefits. During the second quarter of
1999, we expanded the employee separation programs and recorded an additional
provision of $48 million ($31 million, net of tax). Through June 30, 2000, cash
payments totaled $149 million and transfers to long-term obligations totaled $12
million. We will pay the remaining obligations of $2 million in future periods
in accordance with plan provisions. Refer to our 1999 Annual Report for a
further discussion of these programs.

During the first quarter of 2000, we announced an additional employee separation
program for our international downstream, primarily our marketing operations in
Brazil and Ireland. We accrued $17 million ($12 million, net of tax) for
employee separations, curtailment costs and special termination benefits for
about 200 employees. These separation accruals are shown as selling, general and
administrative expenses in the Consolidated Statements of Income. Through June
30, 2000, employee reductions totaled 91. The remaining reductions will occur
during the last half of this year. During the first six months of 2000, we made
cash payments of $2 million and transfers to long-term obligations of $8
million. We will pay the remaining obligations of $7 million in future periods
in accordance with plan provisions.

                                     - 14 -
<PAGE>

NEW ACCOUNTING STANDARDS
------------------------

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS 137,
which deferred the effective date of SFAS 133. This was followed in June 2000 by
the issuance of SFAS 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which amends SFAS 133. SFAS 133 and 138 establishes
accounting and reporting standards for derivative financial instruments. The
standards require that all derivative financial instruments be recorded on the
Consolidated Balance Sheets at their fair value. Changes in fair value of
derivatives will be recorded each period in earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. We will adopt these
standards effective January 1, 2001 and are currently assessing the effects of
adoption.

CAPITAL AND EXPLORATORY EXPENDITURES
------------------------------------

Worldwide capital and exploratory expenditures, including our share of
affiliates,  were $1,769 million for the first six months of 2000, compared with
$1,458 million for 1999.

Led by a 57  percent  increase  in our  international  segment,  total  upstream
expenditures  increased  24 percent  as we  continued  to focus on  high-margin,
high-impact projects. Investment continued in the Malampaya natural gas project
in the Philippines and the Karachaganak field in Kazakhstan. In addition to
spending on these projects, expenditures for platform development work continued
on the Captain B project in the U.K. North Sea. In the United  States,  upstream
spending decreased by 17 percent primarily due to the completion,  last year, of
the Gemini project in the Deepwater Gulf of Mexico.

In the United States downstream, refinery expenditures declined as we continued
to reduce our exposure to the refining business with Equilon's sale of the El
Dorado refinery in November of 1999 and the Wood River refinery in June of 2000.
Internationally, expenditures decreased due to the completion of a project at
the Pembroke refinery last year and lower marketing investments in Latin
America.

Expenditures for global gas and power more than doubled from last year primarily
from the purchase of a 20 percent interest in Energy Conversion Devices, Inc.,
which develops and commercializes enabling technologies for use in the fields of
alternative energy and information technologies. This investment further
advances our goal to be a leader in the development and commercialization of
advanced, environmentally-smart alternative energy technologies.

FORWARD-LOOKING STATEMENTS
--------------------------

Portions of the foregoing discussion contain a number of "forward-looking
statements" within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In particular, statements made
concerning our expected performance and financial results in future periods are
based on our current expectations and beliefs and are subject to a number of
known and unknown risks and uncertainties. This could cause actual results to
differ materially from those described in the "forward-looking statements." The
following factors known to us, among other factors, could cause our actual
results to differ materially from those described in the "forward-looking
statements": incorrect estimation of reserves; inaccurate seismic data;
mechanical failures; decreased demand for crude oil, natural gas, motor fuels
and other products; worldwide and industry economic conditions; inaccurate
forecasts of crude oil, natural gas and petroleum product prices; increasing
price and product competition; price fluctuations; and higher costs, expenses
and interest rates. In addition, you are encouraged to review our latest reports
filed with the Securities and Exchange Commission, including our 1999 Annual
Report on Form 10-K filed with the SEC on March 24, 2000, which describes a
number of additional risks and uncertainties that could cause actual results to
vary materially from those listed in the "forward-looking statements" made in
this Quarterly Report on Form 10-Q.

                                     - 15 -
<PAGE>

                      SUPPLEMENTAL MARKET RISK DISCLOSURES

We are exposed to the following types of market risks:
o The price of crude oil, natural gas and petroleum products
o The value of foreign currencies in relation to the U.S. dollar
o Interest rates

We use derivative financial instruments, such as futures, forwards, options and
swaps, in managing these risks. There were no material changes during the first
six months of 2000 in our exposures to loss from possible future changes in the
price of crude oil, natural gas and petroleum products, the value of foreign
currencies in relation to the U. S. dollar or interest rates.

                                     - 16 -

<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------

We have provided information about legal proceedings pending against Texaco in
Note 6 to the Consolidated Financial Statements of this Form 10-Q, in Item 1 of
our first quarter 2000 Form 10-Q and in Item 3 of our 1999 Annual Report on Form
10-K. Note 6 of this Form 10-Q, Item 1 of our first quarter 2000 Form 10-Q and
Item 3 of our 1999 Form 10-K are incorporated here by reference.

Item 5. Other Information
-------------------------

<TABLE>
<CAPTION>
                                                                         For the six months           For the three months
                                                                           ended June 30,                ended June 30,
                                                                         ------------------           --------------------
                                                                          2000          1999           2000          1999
                                                                          ----          ----           ----          ----
                                                                                        (Millions of dollars)
                                                                                             (Unaudited)


<S>                                                                     <C>            <C>           <C>             <C>
CAPITAL AND EXPLORATORY EXPENDITURES
------------------------------------

   Exploration and production

         United States                                                  $  384         $  461        $  209          $ 205
         International                                                     879            561           526            340
                                                                        ------         ------        ------          -----
           Total                                                         1,263          1,022           735            545
                                                                        ------         ------        ------          -----
   Refining, marketing and distribution
         United States                                                     136            158            71             85
         International                                                     141            176            41             99
                                                                        ------         ------        ------          -----
           Total                                                           277            334           112            184
                                                                        ------         ------        ------          -----

   Global gas and power                                                    184             86           156             51
                                                                        ------         ------        ------          -----
         Total operating segments                                        1,724          1,442         1,003            780
   Other business units                                                     45             16            42              9
                                                                        ------         ------        ------          -----
           Total                                                        $1,769         $1,458        $1,045          $ 789
                                                                        ======         ======        ======          =====

   Exploratory expenses included above
         United States                                                  $   41         $   92        $   22          $  38
         International                                                      72            118            38             42
                                                                        ------         ------        ------          -----
           Total                                                        $  113         $  210        $   60          $  80
                                                                        ======         ======        ======          =====
</TABLE>

                                     - 17 -
<PAGE>

<TABLE>
<CAPTION>
                                                                         For the six months           For the three months
                                                                           ended June 30,                ended June 30,
                                                                         ------------------           --------------------
                                                                         2000            1999         2000            1999
                                                                         ----            ----         ----            ----
                                                                                             (Unaudited)
<S>                                                                     <C>            <C>           <C>            <C>
OPERATING DATA

Exploration and Production

United States

     Net production of crude oil and natural
         gas liquids (MBPD)                                                371            404           364            399
     Net production of natural gas - available
         for sale (MMCFPD)                                               1,355          1,483         1,349          1,479
                                                                         -----          -----         -----          -----

         Total net production (MBOEPD)                                     597            651           589            646

     Natural  gas sales (MMCFPD)                                         3,724          3,295         4,054          3,015

     Average U.S. crude (per bbl)                                       $24.67         $10.95        $24.90         $12.80
     Average U.S. natural gas (per mcf)                                 $ 2.86         $ 1.92        $ 3.28         $ 2.05
     Average WTI (Spot) (per bbl)                                       $28.94         $15.44        $28.97         $17.66
     Average Kern (Spot) (per bbl)                                      $23.00         $ 9.49        $23.17         $11.26

International

     Net production of crude oil and natural
         gas liquids (MBPD)
         Europe                                                            120            136            98            143
         Indonesia                                                         124            165           124            150
         Partitioned Neutral Zone                                          135            119           136            121
         Other                                                              68             67            64             69
                                                                         -----          -----         -----          -----
              Total                                                        447            487           422            483
     Net production of natural gas - available
         for sale (MMCFPD)
         Europe                                                            248            265           205            244
         Colombia                                                          197            157           188            160
         Other                                                             148            111           145            112
                                                                         -----          -----         -----          -----
              Total                                                        593            533           538            516
                                                                         -----          -----         -----          -----

         Total net production (MBOEPD)                                     546            576           512            569

     Natural gas sales (MMCFPD)                                            626            557           567            549

     Average International crude (per bbl)                              $23.47         $11.60        $23.64         $13.73
     Average International natural gas (per mcf)                        $ 1.46         $ 1.37        $ 1.44         $ 1.23
     Average U.K. natural gas (per mcf)                                 $ 2.32         $ 2.39        $ 2.27         $ 2.17
     Average Colombia natural gas (per mcf)                             $ 1.03         $ 0.62        $ 1.12         $ 0.59

Worldwide

     Total worldwide net production (MBOEPD)                             1,143          1,227         1,101          1,215

</TABLE>
                                      -18 -
<PAGE>

<TABLE>
<CAPTION>
                                                                         For the six months           For the three months
                                                                           ended June 30,                ended June 30,
                                                                         ------------------           --------------------
                                                                         2000           1999          2000            1999
                                                                         ----           ----          ----            ----
                                                                                            (Unaudited)

<S>                                                                      <C>            <C>           <C>            <C>
OPERATING DATA
--------------

Refining, Marketing and Distribution
------------------------------------

United States
-------------
     Refinery input (MBPD)
         Equilon area                                                      286            369           295            373
         Motiva area                                                       270            307           279            313
                                                                         -----          -----          -----         -----
              Total                                                        556            676           574            686

     Refined product sales (MBPD)
         Equilon area                                                      725            641           760            710
         Motiva area                                                       353            378           365            376
         Other                                                             318            299           344            291
                                                                         -----          -----          -----         -----
              Total                                                      1,396          1,318         1,469          1,377


International
-------------
     Refinery input (MBPD)
         Europe                                                            375            367           385            368
         Caltex area                                                       354            427           361            416
         Latin America/West Africa                                          58             73            64             72
                                                                         -----          -----          -----         -----
              Total                                                        787            867           810            856

     Refined product sales (MBPD)
         Europe                                                            626            619           616            601
         Caltex area                                                       588            667           563            663
         Latin America/West Africa                                         457            489           466            501
         Other                                                              92             93            91             82
                                                                         -----          -----          -----         -----
              Total                                                      1,763          1,868          1,736         1,847

</TABLE>
                                      - 19-

<PAGE>

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------

(a)  Exhibits

     --    (12)  Computation of Ratio of Earnings to Fixed Charges of Texaco on
                 a Total Enterprise Basis.

     --    (20)  Copy of Texaco  Inc.'s  Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1999 (including  portions of
                 Texaco Inc.'s Annual Report to Stockholders for the year 1999),
                 dated March 24, 2000, and a copy of Texaco Inc.'s Quarterly
                 Report on Form 10-Q for the quarterly period ended March 31,
                 2000, dated May 8, 2000, both incorporated herein by reference,
                 SEC File No. 1-27.

     --    (27)  Financial Data Schedule (included only in the electronic filing
                 of this document).

b)   Reports on Form 8-K:

     During the second quarter of 2000, we filed a Current Report on Form 8-K
     for the following event:

     1.  April 25, 2000

         Item 5. Other Events -- reported that Texaco issued an Earnings Press
         Release for the first quarter of 2000.

                                     - 20 -
<PAGE>

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                                  Texaco Inc.
                                                              ------------------
                                                                 (Registrant)




                                                     By:      George J. Batavick
                                                              ------------------
                                                                 (Comptroller)




                                                     By:        Michael H. Rudy
                                                              ------------------
                                                                  (Secretary)




Date:    August 10, 2000
         ---------------


                                     - 21 -